Sec Form 4 Filing - SIEGEL STEVEN F @ Brixmor Property Group Inc. - 2018-02-27

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
SIEGEL STEVEN F
2. Issuer Name and Ticker or Trading Symbol
Brixmor Property Group Inc. [ BRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O BRIXMOR PROPERTY GROUP INC., 450 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2018
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/27/2018 A 8,734 A 333,139 D
Common Stock 02/27/2018 F 4,100 ( 2 ) D $ 15.39 329,039 D
Common Stock 1,000 I By daughter
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) 02/27/2018( 3 ) A 8,731 ( 4 ) ( 3 ) ( 3 ) Common Stock 8,731 $ 0 8,731 D
Restricted Stock Units ( 1 ) 03/01/2018 A 20,859 ( 5 ) ( 5 ) ( 5 ) Common Stock 20,859 $ 0 20,859 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SIEGEL STEVEN F
C/O BRIXMOR PROPERTY GROUP INC.
450 LEXINGTON AVENUE
NEW YORK, NY10017
See Remarks
Signatures
/s/ Steven F. Siegel 03/01/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Units convert into common stock on a one-for-one basis.
( 2 )Reflects common shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
( 3 )The date of the transaction represents the date on which the performance criteria of a previously granted performance share award were determined to have been satisfied.
( 4 )Represents the portion of the number of shares determined to have been earned based upon the performance criteria which are subject to additional time-based vesting criteria. Of the number of Restricted Stock Units reported, 4,364 will vest on January 1, 2019 and 4,367 will vest on January 1, 2020, in each case subject to the continued employment of the reporting person through that date.
( 5 )The restricted stock units vest ratably over three years beginning January 1, 2019.

Remarks:
Remarks: Executive Vice President, General Counsel

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.